Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
Revised Profit Sharing Plan
for the Employees of the
Government Employees Companies
GEICO Corporation
One GEICO Plaza
Washington, D.C. 20076-0001
This Form 11-K is filed herewith for the fiscal year ended December 31,
1994 for the Revised Profit Sharing Plan for the Employees of the Government
Employees Companies (the "Plan"). The Plan is offering participations to
eligible employees of GEICO Corporation (the "Company") and certain of its
subsidiaries that participate in the Plan ("participating Companies;" the
Company and the Participating Companies are hereinafter referred to as the
"Companies"). The address of the Companies and the Plan is GEICO Plaza,
Washington, D.C. 20076.
The following Financial Statements are furnished for the Revised Profit
Sharing Plan for the Employees of the Government Employees Companies.
Page No.
1. Accountant's Report
Johnson Lambert & Capron. 5
2. Statement of Net Assets Available
for Plan Benefits, December 31, 1993
and 1992. 6
3. Statement of Income and Changes in
Net Assets Available for Plan Benefits,
Three Years Ended December 31, 1993. 7 - 9
4. Notes to Financial Statements. 10 - 14
The information required by Rule 6A-05 to be filed
in Schedules I, II and III is contained in the
Financial Statements.
Exhibits:
(1) Consent of Johnson Lambert & Co. 18
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
Revised Profit Sharing Plan for the
Employees of the Government
Employees Companies
By: ________________________________
Charles G. Schara Chairman of
the Profit Sharing Plan
Administrative Committee
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<PAGE>
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE
GOVERNMENT EMPLOYEES COMPANIES
Audited Financial Statements
and Supplemental Schedules
December 31, 1994
- 3 -<PAGE>
<PAGE>
Audited Financial Statements and
Supplemental Schedules
REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES
OF THE GOVERNMENT EMPLOYEES COMPANIES
December 31, 1994
Audited Financial Statements Page
Independent Auditors' Report.......................................... 5
Statement of Net Assets Available
for Plan Benefits.................................................... 6
Statement of Changes in Net Assets
Available for Plan Benefits.......................................... 7-9
Notes to Financial Statements......................................... 10-14
Supplemental Schedules
Schedule of Assets Held for Investment Purposes....................... 15
Schedule of Series of Transactions in Excess
of Five Percent of Fair Value of Plan Assets
at the Beginning of the Plan Year.................................... 16
Statement of Changes in Net Assets Available
for Plan Benefits for GEICO Corporation.............................. 17
- 4 -<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Revised Profit Sharing Plan for the
Employees of the Government Employees Companies
Washington, D.C.
We have audited the accompanying statement of net assets available for plan
benefits of the Revised Profit Sharing Plan for the Employees of the Govern-
ment Employees Companies (the "Plan") as of December 31, 1994 and 1993, and
the related statement of changes in net assets available for plan benefits
for each of the years in the three year period ended December 31, 1994.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and signifi-
cant estimates made by management, as well as evaluating the overall finan-
cial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of December
31, 1994 and 1993, and the changes in its net assets available for plan
benefits for each of the years in the three year period ended December 31,
1994, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at December 31, 1994 is presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974 (ERISA), and is not a required part of the financial statements.
The supplemental schedule of series of transactions in excess of five
percent of fair value of plan assets at the beginning of the plan year for
the year ended December 31, 1994 and the statement of changes in net assets
available for plan benefits for GEICO Corporation for the year ended
December 31, 1994 are presented for purposes of additional analysis. The
supplemental schedules and statement have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
Washington, D.C.
March 17, 1995
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<PAGE>
<TABLE>
<CAPTION>
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1994 1993
Investments, at fair value
<S> <C> <C>
Fund "A"
Vanguard Windsor Mutual Fund
(cost $13,101,588 and $8,539,667) $ 12,509,389 $ 9,242,751
Cash - 6
Receivable from Fund "C" 188,409 163,735
12,697,798 9,406,492
Fund "B"
Aetna Interest Accumulation Account 43,655,467 40,037,856
Loans to participants 7,110,227 6,412,803
Receivable from Fund "C" 158,111 379,831
50,923,805 46,830,490
Fund "C"
GEICO Corporation Common Stock
(cost $30,902,115 for 1,478,948 shares
and $26,938,167 for 1,462,714 shares) 72,468,452 75,146,932
Money Market Fund 929,335 553,365
Receivable from Government Employees
Companies - Note A 8,562,794 6,335,716
Cash 728,377 773,274
Payable to other funds (772,470) (742,427)
81,916,488 82,066,860
Fund "F"
Vanguard GNMA Fund (cost $455,771
and $405,804) 426,338 403,753
Receivable from Fund "C" 14,923 17,830
441,261 421,583
Fund "G"
GEICO Corporation Common Stock
(cost $4,049,851 for 156,150 shares and
$3,643,186 for 152,089 shares) 7,651,350 7,813,572
Money Market Fund 593,021 448,722
Cash 1 2
Receivable from Fund "C" 398,870 164,384
8,643,242 8,426,680
Fund "M"
Vanguard U.S. Treasury Money Market
Mutual Fund 2,995,613 1,474,008
Receivable from Government Employees
Companies - Note A 37,205 23,475
Receivable from (payable to) Fund "C" 12,157 15,796
3,044,975 1,513,279
Savings Account
Investment in Savings Accounts - 2,294,792
Receivable from Government Employees
Companies - Note A - 25,809
Receivable from Fund "C" - 851
- 2,321,452
NET ASSETS AVAILABLE FOR PLAN BENEFITS $157,667,569 $150,986,836
</TABLE>
See notes to financial statements.
- 6 -
<PAGE>
<TABLE>
<CAPTION>
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1994
Savings
Fund "A" Fund "B" Fund "C" Fund "F" Fund "G" Fund "M" Account Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits at
January 1, 1994 $ 9,406,492 $46,830,490 $82,066,860 $421,583 $8,426,680 $1,513,279 $2,321,452 $150,986,836
Investment income
Dividends 1,172,762 - 1,516,812 - 155,642 - - 2,845,216
Interest - 3,392,002 41,558 28,680 22,007 59,263 59,458 3,602,968
1,172,762 3,392,002 1,558,370 28,680 177,649 59,263 59,458 6,448,184
Net realized gains
(losses) on security
sales 53,564 - 2,816,662 (4,021) 194,204 - - 3,060,409
Net change in unrealized
appreciation
(depreciation) in fair
value of investments
- Note F (1,295,283) - (6,642,428) (27,382) (568,887) - - (8,533,980)
Net Investment Income (68,957) 3,392,002 (2,267,396) (2,723) (197,034) 59,263 59,458 974,613
Contributions
Employees 2,287,187 4,507,012 - 186,439 1,686,653 166,833 26,934 8,861,058
Government Employees
Companies - - 8,562,795 - - 37,205 - 8,600,000
Total Contributions 2,287,187 4,507,012 8,562,795 186,439 1,686,653 204,038 26,934 17,461,058
Transfers from Employee
Stock Ownership Plan 173,881 183,126 - 2,741 - 27,305 17,200 404,253
Total additions 2,392,111 8,082,140 6,295,399 186,457 1,489,619 290,606 103,592 18,839,924
Distributions to
participants (559,302) (3,655,367) (6,214,209) (80,633) (773,236) (844,236) (32,208) (12,159,191)
Fund transfers 1,458,497 (333,459) (231,563) (86,144) (499,821) 2,085,326 (2,392,836) -
Increase (decrease) in
net assets 3,291,306 4,093,314 (150,373) 19,680 216,562 1,531,696 (2,321,452) 6,680,733
Net assets available for
plan benefits at
December 31, 1994 $12,697,798 $50,923,804 $81,916,487 $441,263 $8,643,242 $3,044,975 $ - $157,667,569
</TABLE>
See notes to financial statements.
- 7 -<PAGE>
<PAGE>
<TABLE>
<CAPTION>
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1993
Savings
Fund "A" Fund "B" Fund "C" Fund "F" Fund "G" Fund "M" Account Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits at
January 1, 1993 $7,073,031 $40,436,479 $103,132,489 $210,449 $11,232,798 $1,678,298 $3,377,694 $167,141,238
Investment income
Dividends 770,768 - 1,016,069 - 110,756 - - 1,897,593
Interest - 3,385,220 33,233 21,088 13,303 63,370 86,420 3,602,634
770,768 3,385,220 1,049,302 21,088 124,059 63,370 86,420 5,500,227
Net realized gains
(losses) on security
sales - Note E 52,647 - 3,301,499 (25) 692,532 - - 4,046,653
Net change in unrealized
appreciation
(depreciation) in fair
value of investments
- Note F 606,529 - (23,712,550) (3,753) (2,858,845) - - (25,968,619)
Net Investment
Income 1,429,944 3,385,220 (19,361,749) 17,310 (2,042,254) 63,370 86,420 (16,421,739)
Contributions
Employees 1,478,797 4,618,137 - 174,705 1,787,250 181,221 47,164 8,287,274
Government Employees
Companies - - 6,335,716 - - 23,475 25,809 6,385,000
Total Contributions 1,478,797 4,618,137 6,335,716 174,705 1,787,250 204,696 72,973 14,672,274
Transfers from Employee
Stock Ownership Plan 120,891 346,520 - 74,843 - 31,195 31,061 604,510
Total additions 3,029,632 8,349,877 (13,026,033) 266,858 (255,004) 299,261 190,454 (1,144,955)
Distributions to
participants (541,217) (2,833,059) (6,254,212) (53,679) (544,601) (3,535,152) (1,247,527) (15,009,447)
Fund transfers (154,954) 877,193 (1,785,384) (2,045) (2,006,513) 3,070,872 831 -
Increase (decrease)
in net assets 2,333,461 6,394,011 (21,065,629) 211,134 (2,806,118) (165,019) (1,056,242) (16,154,402)
Net assets available
for plan benefits
at December 31, 1993 $9,406,492 $46,830,490 $ 82,066,860 $421,583 $ 8,426,680 $1,513,279 $2,321,452 $150,986,836
</TABLE>
See notes to financial statements.
- 8 -<PAGE>
<PAGE>
<TABLE>
<CAPTION>
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1992
Savings
Fund "A" Fund "B" Fund "C" Fund "F" Fund "G" Fund "M" Account Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits at
January 1, 1992 $5,320,032 $35,894,275 $ 65,140,524 $ - $ 5,966,741 $ 362,848 $4,371,001 $117,055,421
Investment income
Dividends 443,350 - 909,038 - 91,636 - - 1,444,024
Interest - 3,258,250 32,895 9,217 20,445 22,367 174,924 3,518,098
443,350 3,258,250 941,933 9,217 112,081 22,367 174,924 4,962,122
Net realized gains
(losses) on security
sales - Note E (2,724) - 3,786,211 71 - - - 3,783,558
Net change in unrealized
appreciation in fair
value of investments
- Note F 510,788 - 34,802,433 1,702 3,777,704 - - 39,092,627
951,414 3,258,250 39,530,577 10,990 3,889,785 22,367 174,924 47,838,307
Contributions
Employees 1,208,255 4,577,014 - 112,514 1,330,549 155,294 76,736 7,460,362
Government Employees
Companies - - 5,124,993 - - 12,609 33,398 5,171,000
1,208,255 4,577,014 5,124,993 112,514 1,330,549 167,903 110,134 12,631,362
Total additions 2,159,669 7,835,264 44,655,570 123,504 5,220,334 190,270 285,058 60,469,669
Distributions to
participants (565,508) (2,569,702) (5,476,624) (3,926) (302,455) (48,109) (1,417,528) (10,383,852)
Fund transfers 158,838 (723,358) (1,186,981) 90,871 348,178 1,173,289 139,163 -
Increase (decrease)
in net assets 1,752,999 4,542,204 37,991,965 210,449 5,266,057 1,315,450 (993,307) 50,085,817
Net assets available
for plan benefits at
December 31, 1992 $7,073,031 $40,436,479 $103,132,489 $210,449 $11,232,798 $1,678,298 $3,377,694 $167,141,238
</TABLE>
See notes to financial statements
- 9 -<PAGE>
<PAGE>
REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES
OF THE GOVERNMENT EMPLOYEES COMPANIES
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
NOTE A: Description of Plan
The following description of the Revised Profit Sharing Plan (the "Plan")
for the Employees of the Government Employees Companies (the "Companies")
provides only general information. Participants should refer to the Plan
document for a complete description. The Companies include GEICO
Corporation, Government Employees Insurance Company, GEICO Indemnity Company
and Government Employees Financial Corporation.
Contributions of up to 6 percent of base pay on a pre-tax basis and/or up
to 8 percent of base pay on an after-tax basis may be made by participating
employees of the Companies. The Companies contribute from profits, at the
discretion of the Board of Directors, an amount to be shared by all eligible
employees based on an individual's planning center performance and base pay.
Any salaried employee automatically becomes a member of the Plan after
achieving 21 years of age and one year of qualifying service. Effective
January 1, 1989, for participants hired before that date, vesting is based
on years of service at the following rate: 20 percent after two years, 30
percent after three years, 40 percent after four years, 60 percent after
five years, 80 percent after six years and 100 percent after seven years.
Effective January 1, 1989, for participants hired on or after that date,
vesting is based on years of service at the following rate: 20 percent
after three years, 40 percent after four years, 60 percent after five years,
80 percent after six years, and 100 percent after seven years.
Withdrawals may be made from employee contributions and vested employer
contributions, subject to certain restrictions. Contributions from base pay
on a pre-tax basis and employer contributions made after January 1, 1993 can
only be withdrawn under hardship conditions.
The Plan allows participants to borrow funds from their vested account
subject to certain restrictions. Payroll deductions are required to repay
loans over five years or less except in the case of a mortgage related loan
which may be repaid over a period of up to fifteen years. For loans granted
or renewed on or before October 18, 1989 the rate of interest charged was
the rate of interest being earned by Fund "B" at the inception of the loan,
subject to annual adjustment to reflect the current rate of interest
applicable to Fund "B". For loans granted or renewed after October 18,
1989, and for changes in the interest rate under an existing loan after that
date, the interest rate is fixed for the remaining term of the loan at the
commercial rate of interest charged by area banks on loans which are made
under similar circumstances. When a participant terminates, any loan
balance must be repaid prior to any account distribution.
The Plan was amended, effective January 1, 1993, to allow participants in
the GEICO Companies Employee Stock Ownership Plan (ESOP), who are at least
55 years of age with a minimum of ten years of participation in the ESOP,
to liquidate and reinvest a portion of their post 1986 ESOP shares into
certain funds in the Plan. These employees may diversify up to 25% of the
ESOP shares during the first five years of eligibility and an additional 25%
in the sixth year of eligibility.
- 10 -
<PAGE>
REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES
OF THE GOVERNMENT EMPLOYEES COMPANIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B: Significant Accounting Policies
The accompanying financial statements are prepared on the accrual basis of
accounting. Investments are stated at aggregate fair value based upon
quoted market prices; cost approximates fair value unless otherwise noted.
The net change in unrealized appreciation or depreciation in the aggregate
fair value of investments held at year-end is reflected in the statement of
changes in net assets. Net realized gains and losses on security sales are
determined using the average cost of investments. Administrative expenses
are paid by the Companies.
NOTE C: Investments
Contributions are made to one or more of the following funds:
Fund "A" - A portfolio primarily invested in the Windsor Mutual Fund, a
Vanguard mutual fund investing in a portfolio of common stocks.
Fund "B" - An interest accumulation contract issued by the Aetna Life and
Casualty Company which guarantees a fixed rate of return subject to annual
adjustments.
Fund "C" - A portfolio primarily invested in GEICO Corporation Common Stock.
Fund "F" - A portfolio invested in the Vanguard GNMA Intermediate Bond Fund
consisting of mortgage-backed securities with durations of seven to ten
years.
Fund "G" - A portfolio primarily invested in GEICO Corporation Common Stock.
Fund "M" - A portfolio invested in the Vanguard U.S. Treasury Money Market
Fund.
Savings Account - Federally insured savings accounts previously available
to employees at age 60 or age 50 if within one year of retirement.
Employees may make contributions to Funds "A", "B", "F", "G" and "M" and may
invest in more than one Fund. Employer contributions are made to Fund "C."
The Savings Account includes both employee and employer contributions.
Participants may make contributions to the Funds from base pay both on a
pre-tax basis and on an after-tax basis. The approximate number of
participants in each Fund by type of contribution, with reference to
employee contributions only, is as follows:
<TABLE>
<CAPTION>
Savings
December 31, Fund "A" Fund "B" Fund "F" Fund "G" Fund "M" Account
<S> <C> <C> <C> <C> <C> <C>
1994 (pre-tax) 2,383 4,321 394 2,146 403 -
1994 (after-tax) 908 2,183 145 820 152 -
1993 (pre-tax) 1,842 4,185 320 2,061 383 11
1993 (after-tax) 685 2,094 115 803 153 10
1992 (pre-tax) 1,529 3,867 181 1,760 377 19
1992 (after-tax) 618 1,953 83 704 162 17
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<PAGE>
REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES
OF THE GOVERNMENT EMPLOYEES COMPANIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE D: Federal Taxes
The Plan is exempt from taxation in accordance with the provisions of
Section 501(a) of the Internal Revenue Code. Employer contributions and
income earned from Plan investments are not taxable to participants until
distributed. Employee contributions made from base pay on a pre-tax basis
will be taxed at distribution. Employee contributions made from base pay
on an after-tax basis have already been taxed. Pre-tax distributions and
pre-tax and post-tax earnings may be subject to additional excise tax when
distributed. The Plan obtained its latest determination letter on August
15, 1986, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator believes that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code.
NOTE E: Net Realized Gains (Losses) on Security Sales
</TABLE>
<TABLE>
<CAPTION>
Net
Realized
Proceeds Cost Gains (Losses)
<S> <C> <C> <C>
Year ended December 31, 1994
Fund "A" - Securities other than employer's $ 709,128 $ 655,564 $ 53,564
Fund "C" - Securities of employer
GEICO Corporation Common Stock 4,637,742 1,821,080 2,816,662
Fund "F" - Securities other than employer's 109,458 113,479 (4,021)
Fund "G" - Securities of employer
GEICO Corporation Common Stock 348,689 154,485 194,204
Total $5,805,017 $2,744,608 $ 3,060,409
Year ended December 31, 1993
Fund "A" - Securities other than employer's $ 444,065 $ 391,418 $ 52,647
Fund "C" - Securities of employer
GEICO Corporation Common Stock 4,833,139 1,531,640 3,301,499
Fund "F" - Securities other than employer's 52,627 52,652 (25)
Fund "G" - Securities of employer
GEICO Corporation Common Stock 970,292 277,760 692,532
Total $6,300,123 $2,253,470 $ 4,046,653
Year ended December 31, 1992
Fund "A" - Securities other than employer's $ 382,304 $ 385,028 $ (2,724)
Fund "C" - Securities of employer
GEICO Corporation Common Stock 5,560,340 1,774,129 3,786,211
Fund "F" - Securities other than employer's 5,719 5,648 71
Total $5,948,363 $2,164,805 $ 3,783,558
</TABLE>
- 12 -<PAGE>
<PAGE>
<TABLE>
<CAPTION>
REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES
OF THE GOVERNMENT EMPLOYEES COMPANIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE F: Unrealized Appreciation (Depreciation) in Fair Value of Investments
<S> <C> <C> <C> <C> <C>
Fund "A" Fund "C" Fund "F" Fund "G" Total
Balance at December 31, 1991 (414,233) 37,118,882 - 3,251,527 39,956,176
Net change in unrealized
appreciation during 1992 510,788 34,802,433 1,702 3,777,704 39,092,627
Balance at December 31, 1992 96,555 71,921,315 1,702 7,029,231 79,048,803
Net change in unrealized
appreciation (depreciation)
during 1993 606,529 (23,712,550) (3,753) (2,858,845) (25,968,619)
Balance at December 31, 1993 703,084 48,208,765 (2,051) 4,170,386 $53,080,184
Net change in unrealized
appreciation (depreciation)
during 1994 (1,295,283) (6,642,428) (27,382) (568,887) (8,533,980)
Balance at December 31, 1994 $ (592,199) $41,566,337 $(29,433) $3,601,499 $44,546,204
</TABLE>
<TABLE>
<CAPTION>
NOTE G: Contributions
Year ended December 31,
1994 1993 1992
Employees
<S> <C> <C> <C>
Government Employees Insurance Company $7,935,293 $7,416,666 $6,576,595
GEICO Corporation 557,676 525,215 509,267
GEICO Indemnity Company 255,299 225,202 216,894
Government Employees Financial Corporation 112,790 120,191 139,503
Garden State Life Insurance Company - - 18,103
$8,861,058 $8,287,274 $7,460,362
Government Employees Companies
Government Employees Insurance Company $7,893,259 $5,775,355 $4,607,598
GEICO Corporation 355,048 295,478 273,495
GEICO Indemnity Company 257,881 231,375 207,311
Government Employees Financial Corporation 93,812 82,792 82,596
$8,600,000 $6,385,000 $5,171,000
NOTE H: Withdrawals and Forfeitures
1994 1993 1992
Terminations and Withdrawals $12,159,191 $15,009,447 $10,383,852
Forfeitures 230,412 244,909 460,732
</TABLE>
Forfeitures are allocated proportionately among remaining active
participants on December 31 of each year based on the participant's earnings
for that year. Forfeitures represent only non-vested company contributions
to Fund "C."
- 13 -<PAGE>
<PAGE>
REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES
OF THE GOVERNMENT EMPLOYEES COMPANIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE I: MERGER OF SEPARATE PLANS
Prior to March 31, 1994, the Plan was maintained as separate plans with
respect to each adopting company. The adopting companies were GEICO
Corporation, Government Employees Insurance Company, GEICO Indemnity Company
and Government Employees Financial Corporation. Effective March 31, 1994,
to effect a merger of the plans, the net assets attributable to Government
Employees Insurance Company, Government Employees Financial Corporation and
GEICO Indemnity were transferred to the GEICO Corporation Plan. The net
assets transferred included various investments with a fair value of
$141,589,484 and a cost basis of $90,155,370 at the date of transfer. The
merger had no effect on combined net assets available for plan benefits as
reported in these financial statements.
- 14 -<PAGE>
<PAGE>
<TABLE>
<CAPTION>
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
Form 5500 Item 27a
Description of Investment
Identity of Issuer, Borrower, Including Maturity Date, Rate of Fair
Lessor, or Similar Party Interest, Par, or Maturity Value Cost Value
<S> <C> <C> <C>
Fund "A"
Vanguard Windsor Mutual Fund Mutual fund investing in a
portfolio of common stocks $ 13,101,588 $ 12,509,389
Fund "B"
Aetna Interest Accumulation Contract guaranteeing a fixed
Account rate of return subject to annual
adjustment 43,655,467 43,655,467
Loans to Participants Maturities ranging from one year
to fifteen years, interest at
prevailing market rates 7,110,227 7,110,227
50,765,694 50,765,694
Fund "C"
GEICO Corporation* 1,478,948 shares common stock 30,902,115 72,468,452
RIMCO Monument Prime Money Short-term, variable rate
Market Fund money market fund 929,335 929,335
31,831,450 73,397,787
Fund "F"
Vanguard GNMA Fund Mutual fund investing in a
portfolio of GNMA mortgage
backed pass-through
certificates 455,773 426,338
Fund "G"
GEICO Corporation* 156,150 shares common stock 4,049,850 7,651,350
RIMCO Monument Prime Money Short-term, variable rate
Market Fund money market fund 593,021 593,021
4,642,871 8,244,371
Fund "M"
Vanguard U.S. Treasury Money Short-term, variable rate
Market Fund money market fund 2,995,613 2,995,613
Total $103,792,989 $148,339,192
</TABLE>
* Indicates party-in-interest to the Plan.
Note: Assets are held in a Master Trust.
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<PAGE>
<TABLE>
<CAPTION>
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES
SCHEDULE OF SERIES OF TRANSACTIONS
IN EXCESS OF FIVE PERCENT OF FAIR VALUE OF PLAN ASSETS
AT THE BEGINNING OF THE PLAN YEAR
Year Ended December 31, 1994
Form 5500 Item 27d
Total Proceeds
Number of of Sales and
Sales and Total Cost of Distributions
Description Number of Distributions Purchases at in Kind at Net
of Investment Purchases in Kind Transaction Date Transaction Date Gain
<S> <C> <C> <C> <C> <C>
Fund "C"
GEICO Corporation
Common Stock* 4 38 $ 5,785,028 $ 4,637,742 $2,816,662
Money Market Funds 36 32 $18,881,340 $18,505,370 $ -
</TABLE>
Note: Transactions are those of the Master Trust.
- 16 -<PAGE>
<TABLE>
<CAPTION>
GEICO CORPORATION
REVISED PROFIT SHARING PLAN
FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1994
Savings
Fund "A" Fund "B" Fund "C" Fund "F" Fund "G" Fund "M" Account Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for plan benefits at
January 1, 1994 (GEICO
Corporation only) $ 1,002,958 $ 3,440,178 $ 5,880,759 $ 30,318 $ 891,235 $ 35,643 $ 591,587 $ 11,872,678
Investment income
Dividends 1,172,686 - 1,160,375 - 121,714 - - 2,454,775
Interest - 2,636,113 33,430 23,036 18,491 50,420 44,947 2,806,437
1,172,686 2,636,113 1,193,805 23,036 140,205 50,420 44,947 5,261,212
Net realized gains
(losses) on security
sales - Note E 44,909 - 1,892,442 (3,893) 188,472 - - 2,121,930
Net change in
unrealized
appreciation
(depreciation) in fair
value of investments
- Note F (1,093,073) - (8,866,521) (13,471) (885,265) - - (10,858,330)
Net Investment
Income 124,522 2,636,113 (5,780,274) 5,672 (556,588) 50,420 44,947 (3,475,188)
Contributions
Employees 1,881,979 3,521,409 - 151,670 1,308,231 136,505 18,673 7,018,467
Government Employees
Companies - - 8,562,795 - - 37,205 - 8,600,000
Total Contributions 1,881,979 3,521,409 8,562,795 151,670 1,308,231 173,710 18,673 15,618,467
Transfer of net assets
from merged Plans
- Note A 9,131,822 43,551,140 77,826,488 378,346 8,101,836 862,223 1,737,629 141,589,484
Transfers from
Employee Stock
Ownership Plan 430 47,461 - - - 15,857 - 63,748
Total additions 11,138,753 49,756,123 80,609,009 535,688 8,853,479 1,102,210 1,801,249 153,796,511
Distributions to
participants (395,801) (2,302,783) (4,274,412) (73,208) (656,174) (105,377) - (7,807,755)
Fund transfers 951,888 30,286 (298,869) (51,535) (445,298) 2,012,499 (2,392,836) (193,865)
Increase (decrease) in
net assets 11,694,840 47,483,626 76,035,728 410,945 7,752,007 3,009,332 (591,587) 145,794,891
Net assets available
for plan benefits
at December 31, 1993 $12,697,798 $50,923,804 $ 81,916,487 $441,263 $ 8,643,242 $3,044,975 $ - $157,667,569
</TABLE>
- 17 -
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the use of this Form 11-K of our opinion on the financial
statements of the Revised Profit Sharing Plan for the Employees of the
Government Employees Companies for the year ended December 31, 1994.
Bethesda, MD
March 17, 1995
/s/ Johnson Lambert & Co.
_________________________
Johnson Lambert & Co.
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